Financial Statements and Dividend Announcement For The Year Ended 31 December ("FY") 2017 This announcement has been prepared by PS Holdings Ltd. (the "Company" and, together with its subsidiaries, the "") and its contents have been reviewed by the Company's sponsor, United Overseas Bank Limited (the "Sponsor"), for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited (the "SGX-ST"). The Sponsor has not independently verified the contents of this announcement. This announcement has not been examined or approved by the SGX-ST. The Sponsor and the SGX-ST assume no responsibility for the contents of this announcement, including the correctness of any of the statements or opinions made or reports contained in this announcement. The contact person for the Sponsor is Mr David Tham, Senior Director, Equity Capital Markets, who can be contacted at 80 Raffles Place, #03-03 UOB Plaza 1, Singapore 048624, Telephone: +65 6533 9898. Part I Information Required for the Announcement of Full-Year Results 1(a)(i) An income statement and statement of comprehensive income, or a statement of comprehensive income, for the group, together with a comparative statement for the corresponding period of the immediately preceding financial year. FY2017 FY2016 Increase/ Audited (Decrease) S$ S$ % Revenue 11,519,040 11,272,677 2.2 Cost of sales (8,220,838) (8,037,199) 2.3 Gross profit 3,298,202 3,235,478 1.9 Other income 240,731 110,047 118.8 Expenses Selling and distribution expenses (1,177,889) (1,152,331) 2.2 Administration expenses (2,823,935) (2,370,437) 19.1 Finance expenses (50,622) (53,993) (6.2) Loss before taxation (513,513) (231,236) 122.1 Income tax credit/(expense) 4,798 (5,493) NM Loss for the year (508,715) (236,729) 114.9 Other comprehensive income for the year Total comprehensive income for the year Loss for the year attributable to: - - - (508,715) (236,729) 114.9 Owners of the Company (502,923) (228,323) 120.3 Non-controlling interests (5,792) (8,406) (31.1) (508,715) (236,729) 114.9 NM denotes not meaningful 1(a)(ii) The net profit attributable to owners of the Company includes the following charges/(credits): Increase/ (Decrease) S$ S$ % Allowance for impairment of trade receivables 130 240 (45.8) Allowance for slow moving and obsolete inventories 23,768 166,091 (85.7) Amortisation of investment properties 42,912 - NM Depreciation of property, plant and equipment 179,921 227,868 (21.0) Finance expenses 50,622 53,993 (6.2) Government grants (64,876) (76,882) (15.6) Interest income (418) (4,348) (90.4) Loss on disposal of property, plan and equipment 15,241 - NM Net foreign exchange (gain)/loss (10,848) 19,001 NM Rental Income (144,000) - NM Under/(over) provison of income tax expenses in respect of prior year 471 (2,757) NM NM denotes not meaningful Page 1 of 7
1(b)(i) A statement of financial position (for the issuer and group), together with a comparative statement as at the end of the immediately preceding financial year. ASSETS Company Audited Audited 2017 2016 2017 2016 S$ S$ S$ S$ Non-current assets Investment in subsidiaries - - 11,253,506 7,253,522 Investment properties 2,470,699 - - - Property, plant and equipment 335,257 2,940,922-133 2,805,956 2,940,922 11,253,506 7,253,655 Current assets Inventories 7,515,938 7,371,712 - - Trade and other receivables 2,898,817 2,513,169-3,777,917 Prepayments 77,119 102,296 37,343 34,900 Cash and cash equivalents 931,581 1,729,372 14,170 324,504 11,423,455 11,716,549 51,513 4,137,321 Total assets 14,229,411 14,657,471 11,305,019 11,390,976 EQUITY AND LIABILITIES Current liabilities Trade and other payables 2,710,061 2,609,233 335,053 69,746 Loans and borrowings 460,624 309,963 - - Income tax payable 4,566 5,413 - - 3,175,251 2,924,609 335,053 69,746 Net current assets 8,248,204 8,791,940 (283,540) 4,067,575 Non-current liabilities Loans and borrowings 46,823 207,447 - - Deferred tax liabilities 12,351 21,714 - - 59,174 229,161 - - Total liabilities 3,234,425 3,153,770 335,053 69,746 Net assets 10,994,986 11,503,701 10,969,966 11,321,230 Equity attributable to: Owners of the Company Share capital 11,397,030 11,397,030 11,397,030 11,397,030 Retained earnings 5,975,361 6,478,284 (427,064) (75,800) Merger reserves (6,403,506) (6,403,506) - - 10,968,885 11,471,808 10,969,966 11,321,230 Non-controlling interests 26,101 31,893 - - Total equity 10,994,986 11,503,701 10,969,966 11,321,230 Total equity and liabilities 14,229,411 14,657,471 11,305,019 11,390,976 1(b)(ii) In relation to the aggregate amount of the group's borrowings and debt securities, specify the following as at the end of the current financial period reported on with comparative figures as at the end of the immediately preceding financial year: 2017 2016 Audited Secured Unsecured Secured Unsecured S$ S$ S$ S$ Amount repayable in one year or less, or on demand (1) 1,828,793-1,842,920 - Amount repayable after one year 46,823-207,447-1,875,616-2,050,367 - (1) Included in the amounts repayable in one year or less, or on demand, are trust receipts which are classified under trade and other payables in the statements of financial position. Details of collaterals The 's trust receipts are secured by corporate guarantees issued by the Company while its bank borrowings are secured by (i) a first legal mortgage over the investment properties of the ; and (ii) corporate guarantees issued by the Company. The 's finance lease is secured by the relevant asset under the lease. Page 2 of 7
1(c) A statement of cash flows (for the group), together with a comparative statement for the corresponding period of the immediately preceding financial year. FY2017 FY2016 Audited S$ S$ Operating activities: Loss before taxation (513,513) (231,236) Adjustments for: Interest income (418) (4,348) Finance expenses 50,622 53,993 Depreciation of property, plant and equipment 179,921 227,868 Amortisation of investment properties 42,912 - Allowance for slowing moving and obsolete inventories 23,768 166,091 Allowance for impairment of trade receivables 130 240 Loss on disposal of property, plant and equipment 15,241 - Total adjustments 312,176 443,844 Operating cash flows before changes in working capital (201,337) 212,608 Changes in working capital: (Increase)/decrease in inventories (167,994) 539,901 Increase in trade and other receivables, and prepayments (360,601) (222,654) Increase in trade and other payables 266,608 69,267 Total changes in working capital (261,987) 386,514 Cash (used in)/generated from operations (463,324) 599,122 Income tax paid (5,412) (1,766) Interest received 418 4,641 Net cash flows (used in)/from operating activities (468,318) 601,997 Investing activities: Purchase of property, plant and equipment (104,791) (178,069) Proceeds from disposal of property, plant and equipment ` 1,683 - Net cash flows used in investing activities (103,108) (178,069) Financing activities: Net change in trust receipts (164,788) 182,266 Finance expenses paid (51,614) (55,052) Proceeds from bank loans 300,000 - Repayment of obligations under finance lease (9,963) (9,303) Repayment of bank loans (300,000) (300,000) Net cash flows used in financing activities (226,365) (182,089) Net (decrease)/increase in cash and cash (797,791) 241,839 Cash and cash equivalents at beginning of the financial year 1,729,372 1,487,533 Cash and cash equivalents at end of the financial year 931,581 1,729,372 Page 3 of 7
1(d)(i) A statement (for the issuer and group) showing either (i) all changes in equity or (ii) changes in equity other than those arising from capitalisation issues and distributions to shareholders, together with a comparative statement for the corresponding period of the immediately preceding financial year. Attributable to owners of the Company Equity attributable Statement of changes in equity Share capital Retained earnings Merger reserves to owners of the Company Non-controlling interests Total equity The S$ S$ S$ S$ S$ S$ As at 1 January 2017 11,397,030 6,478,284 (6,403,506) 11,471,808 31,893 11,503,701 Total comprehensive income for the year - (502,923) - (502,923) (5,792) (508,715) 2017 11,397,030 5,975,361 (6,403,506) 10,968,885 26,101 10,994,986 As at 1 January 2016 11,397,030 6,706,607 (6,403,506) 11,700,131 40,299 11,740,430 Total comprehensive income for the year - (228,323) - (228,323) (8,406) (236,729) As at 31 Decmber 2016 11,397,030 6,478,284 (6,403,506) 11,471,808 31,893 11,503,701 The Company As at 1 January 2017 11,397,030 (75,800) - 11,321,230-11,321,230 Total comprehensive income for the year - (351,264) - (351,264) - (351,264) 2017 11,397,030 (427,064) - 10,969,966-10,969,966 As at 1 January 2016 11,397,030 190,096-11,587,126-11,587,126 Total comprehensive income for the year - (265,896) - (265,896) - (265,896) As at 31 Decmber 2016 11,397,030 (75,800) - 11,321,230-11,321,230 1(d)(ii) Details of any changes in the company's share capital arising from rights issue, bonus issue, share buy-backs, exercise of share options or warrants, conversion of other issues of equity securities, issue of shares for cash or as consideration for acquisition or for any other purpose since the end of the previous period reported on. State the number of shares that may be issued on conversion of all the outstanding convertibles, if any, against the total number of issued shares excluding treasury shares and subsidiary holdings of the issuer, as at the end of the current financial period reported on and as at the end of the corresponding period of the immediately preceding financial year. State also the number of shares held as treasury shares and the number of subsidiary holdings, if any, and the percentage of the aggregate number of treasury shares and subsidiary holdings held against the total number of shares outstanding in a class that is listed as at the end of the current financial period reported on and as at the end of the corresponding period of the immediately preceding financial year. The Company's issued and paid-up share capital as at 31 December 2017 and 30 June 2017 was S$11,397,030 comprising 68,000,000 ordinary shares. There were no outstanding convertibles, treasury shares or subsidiary holdings held by the Company as at 31 December 2017 and 31 December 2016. 1(d)(iii) To show the total number of issued shares excluding treasury shares as at the end of the current financial period and as at the end of the immediately preceding year. Number of ordinary shares as at 31 December 2017 2016 Total number of issued shares excluding treasury shares and subsidiary holdings 68,000,000 68,000,000 1(d)(iv) 1(d)(v) 2 3 4 A statement showing all sales, transfers, cancellation and/or use of treasury shares as at the end of the current financial period reported on. A statement showing all sales, transfers, cancellation and/or use of subsidiary holdings as at the end of the current financial period reported on. Whether the figures have been audited or reviewed and in accordance with which auditing standard or practice. The figures have not been audited or reviewed by the auditors of the Company. Where the figures have been audited or reviewed, the auditors' report (including any qualifications or emphasis of a matter). Whether the same accounting policies and methods of computation as in the issuer's most recently audited annual financial statements have been applied. Save as disclosed in paragraph 5 below, the has applied the same accounting policies and methods of computation in the 's financial statements for the financial year ended 31 December 2017 as its most recently audited financial statements for the financial year ended 31 December 2016. 5 If there are any changes in the accounting policies and methods of computation, including any required by an accounting standard, what has changed, as well as the reasons for, and the effect of, the change. The has adopted all the new and revised Financial Reporting Standards ("FRS") and interpretations of FRS ("INT FRS") that are relevant to the and effective for the financial year beginning on 1 January 2017. The adoption of these new and revised FRS and INT FRS does not result in changes to the 's accounting policies and has no material effect on the amounts reported for the current financial year ended 31 December 2017 or prior years. Page 4 of 7
6 Earnings per ordinary share of the group for the current financial period reported on and the corresponding period of the immediately preceding financial year, after deducting any provision for preference dividends. FY2017 FY2016 Loss attributable to owners of the Company (S$) (502,923) (228,323) Weighted average number of ordinary shares: (a) Basic loss per share 68,000,000 68,000,000 (b) Diluted loss per share 68,000,000 68,000,000 Loss per ordinary share (cents): (a) Based on the weighted average number of ordinary shares in issue (0.74) (0.34) (b) On a fully diluted basis (0.74) (0.34) The basic and diluted loss per share are the same for FY2017 and FY2016 as there were no potentially dilutive instruments as at 31 December 2017 and 31 December 2016. 7 Net asset value (for the issuer and group) per ordinary share based on the total number of issued shares excluding treasury shares of the issuer at the end of the: (a) current financial period reported on; and (b) immediately preceding financial year. Net asset value per ordinary share (cents) (2) (1) Company...2017...2016...2017...2016 Audited Audited 16.13 16.87 16.13 16.65 (1) Based on net asset value attributable to owners of the Company. (2) Net asset value per ordinary share is calculated based on 68,000,000 shares in issue as at 31 December 2017 and 31 December 2016. 8 A review of the performance of the group, to the extent necessary for a reasonable understanding of the group's business. It must include a discussion of the following: (a) any significant factors that affected the turnover, costs, and earnings of the group for the current financial period reported on, including (where applicable) seasonal or cyclical factors; and (b) any material factors that affected the cash flow, working capital, assets or liabilities of the group during the current financial period reported on. Review of the 's performance Revenue The 's revenue increased by approximately S$246,000 or 2.2% from S$11.3 million in FY2016 to S$11.5 million in FY2017. The increase in revenue was mainly due to the increase in revenue contribution from the Company s subsidiary, PS Components Pte. Ltd. ( PSC ) as it received orders from new customers developed in FY2017. Cost of sales Cost of sales increased by approximately S$184,000 or 2.3% from S$8.0 million in FY2016 to S$8.2 million in FY2017. Cost of sales increased in line with the increase in inventory sold during FY2017. Gross profit Gross profit remained relatively stable at S$3.3 million and S$3.2 million in FY2017 and FY2016 respectively. Other income Other income increased by approximately S$131,000 or 118.8% from S$110,000 in FY2016 to S$241,000 in FY2017. The increase was mainly due to the rental income received from leasing of the 's leasehold properties at 3 Kaki Bukit Road 2 #01-06/07 Singapore 417837 (the "Kaki Bukit Premises") upon completion of consolidation its warehouse operation at 9 Tampines Industrial Drive, Singapore 528543 ("9 Tampines"). Selling and distribution expenses Selling and distribution expenses remained fairly stable at S$1.2 million for FY2017 and FY2016. Administration expenses Administration expenses increased by approximately S$453,000 or 19.1% from S$2.4 million in FY2016 to S$2.8 million in FY2017. The increase in administration expenses was mainly attributable to the increase in (i) logistic service fees of S$395,000; and (ii) sundry expenses of S$147,000. The increase in logistics service fees was mainly due to the full-year effect arising from consolidation of the 's warehousing operations at 9 Tampines in FY2017. The increase in sundry expenses comprised mainly due to (a) the refund to tax authority for goods and services taxes previously claimed as the Company does not have any taxable supplies since incorporation; (b) relocation expenses as a result of the consolidation exercise; as well as (c) commission paid to agent in securing tenant for the Kaki Bukit Premises. The increase was offset by the decrease in allowance for slow moving and obsolete inventories of S$142,000. Finance expenses Finance expenses decreased by approximately S$3,000 or 6.2% from S$54,000 in FY2016 to S$51,000 in FY2017. The decrease was mainly due to the repayment of obligations under the 's financing facilities in FY2017. Page 5 of 7
Income tax expense Income tax credit of S$5,000 was mainly due to the reversal of temporarily differences between the net book value and tax written down value of property, plant and equipment of S$9,000, partially offset by current tax expense of S$4,000. Loss for the year attributable to owners of the Company As a result of the above, the 's losses increased by approximately S$275,000 or 120.3% from S$228,000 in FY2016 to S$503,000 in FY2017. Review of the 's financial position Non-current assets During FY2017, the reclassified its Kaki Bukit Premises which has been rented out from property, plant and equipment to investment properties upon the completion of the consolidation of its operations at 9 Tampines. Non-current assets decreased by approximately S$135,000 from S$2.9 million as at 31 December 2016 to S$2.8 million as at 31 December 2017. The decrease was mainly due to (i) depreciation charges and disposal of property, plant and equipment of S$180,000 and S$15,000 respectively, offset by additions to property, plant and equipment of S$105,000; and (ii) amortisation of investment properties of S$43,000 in FY2017. Current assets Current assets decreased by approximately S$293,000 from S$11.7 million as at 31 December 2016 to S$11.4 million as at 31 December 2017. The decrease in current assets was mainly attributable to the decrease in cash and cash equivalents, and prepayments of S$798,000 and prepayment of S$25,000 respectively, offset by an increase in trade and other receivables of S$386,000 and an increase in inventories of S$144,000. The increase in trade and other receivables was mainly due to the increase in trade receivables which were outstanding as at 31 December 2017 and which was in line with the increase in revenue achieved in the final quarter of FY2017 and the security deposits placed with the logistics service provider in relation to 9 Tampines. The increase in inventory is mainly due to the increase in fasteners prices. Current liabilities Current liabilities increased by approximately S$251,000 from S$2.9 million as at 31 December 2016 to S$3.2 million as at 31 December 2017. The increase in current liabilities was mainly due to the increase in (i) trade and other payables of S$101,000; and (ii) loans and borrowings of S$151,000. The increase in trade and other payables was mainly due to increase in (a) trade payables which were not due as at 31 December 2017 and rental deposits collected from the leasing of the 's Kaki Bukit Premises, offset by the decrease in trust receipts. The increase in loans and borrowings was relating to drawing down of revolving credit facilities of S$300,000 to finance working capital requirements, offset by the repayment of the 's financing facilities of S$150,000. Non-current liabilities Non-current liabilities decreased by approximately S$170,000 from S$229,000 as at 31 December 2016 to S$59,000 as at 31 December 2017 mainly due to the repayment of obligations under the 's financing facilities. Equity attributable to owners of the Company The decrease of approximately S$503,000 was attributable to the decrease in retained earnings arising from the losses incurred during FY2017. Review of the 's cash flows Net cash flows from operating activities In FY2017, the net cash flows used in operating activities was approximately S$468,000 which consisted mainly of (i) net cash used in operating activities before changes in working capital of S$201,000; and (ii) net working capital outflow of S$262,000. The net working capital outflow arose mainly due to an increase in (i) inventories of S$168,000 attributable to increase in fasteners prices; and (ii) trade and other receivables, and prepayments of S$361,000 mainly due to the increase in trade receivables which were outstanding as at 31 December 2017 and which was in line with the increase in revenue achieved in the final quarter of FY2017 and the security deposits placed with the logistics service provider in relation to 9 Tampines. This was offset by an increase in trade and other payables of S$267,000 mainly due to increase in trade payables which were not due as at 31 December 2017 and rental deposits collected from the leasing of the 's Kaki Bukit Premises. Net cash flows used in investing activities Net cash used in investing activities of S$103,000 was mainly due to purchases of plant and equipment. Net cash flows used in financing activities Net cash used in financing activities amounted to approximately S$226,000 mainly due to the (i) repayment of bank loans of S$300,000; (ii) net change in trust receipts of S$165,000; and (iii) finance expenses paid of S$52,000, offset by the increase in proceeds from bank loans of S$300,000. 9 10 11 11(a) 11(b) 11(c) 11(d) Where a forecast, or a prospect statement, has been previously disclosed to shareholders, any variance between it and the actual results. The financial performance of the for FY2017 is generally in line with the information disclosed in section 10 of the Company's previous financial statements and dividend announcement for the half-year ended 30 June 2017 and the Company's annual report for FY2016. A commentary at the date of the announcement of the significant trends and competitive conditions of the industry in which the group operates and any known factors or events that may affect the group in the next reporting period and the next 12 months. Saved as disclosed in the Company's annual report 2016, previous announcements and this announcement, as at the date hereof, there are no new significant trends and competitive conditions of the industry in which the operates and no new significant known factors that may affect the next reporting period and the next 12 months. If a decision regarding dividend has been made, the required information has been disclosed. Whether any interim (final) ordinary dividend has been declared (recommended) No. Previous corresponding period No. Date of payment. The date on which Registrable Transfers received by the company (up to 5:00pm) will be registered before entitlements to the dividend are determined. Page 6 of 7
12 13 14 If no dividend has been declared (recommended), a statement to that effect. No dividend has been declared or recommended for FY2017. If the group has obtained a general mandate from shareholders for IPTs, the aggregate value of such transactions as required under Rule 920(1)(a)(ii). If no IPT mandate has been obtained, a statement to that effect. The does not have a general mandate from shareholders for IPTs pursuant to Rule 920(1)(a)(ii) of Section B of the Listing Manual of the SGX-ST: Rules of Catalist (the "Catalist Rules"). Confirmation that the issuer has procured undertakings from all its directors and executive officers under Rule 720(1). The Company confirms that it has procured undertakings from all of its directors and executive officers as required under Rule 720(1) of the Catalist Rules. Part II Additional Information Required for Full Year Announcement 15 Segmented revenue and results for operating segments (of the group) in the form presented in the issuer's most recently audited financial statements, with comparative information for the immediately preceding year. The operates in a single business segment of the import and export of bolts, nuts, rivets, fasteners and machine screw products. As such, no operating segmental results have been prepared. 16 In the review of performance, the factors leading to any material changes in contributions to turnover and earnings by the operating segments. Not applicable as the does not prepare operating segmental revenue and results as mentioned in section 15 above. Please refer to section 8 for the review of the performance of the. 17 A breakdown of sales as follow: Increase/...2017...2016 (Decrease) S$ S$ % (a) Sales reported for first half year ended 30 June (b) Operating loss after tax before deducting minority interests reported for first half year ended 30 June (c) Sales reported for second half year ended 31 December (d) Operating loss after tax before deducting minority interests reported for second half year ended 31 December 5,598,385 5,684,522 (1.5) (297,735) (91,571) 225.1 5,920,655 5,588,155 6.0 (210,980) (145,158) 45.3 NM denotes not meaningful 18 19 A breakdown of the total annual dividend (in dollar value) for the issuer's latest full year and its previous full year as follows: Disclosure of persons occupying a managerial position in the issuer or any of its principal subsidiaries who is a relative of a director or chief executive officer or substantial shareholder of the issuer pursuant to Rule 704(10) in the format below. If there is no such persons, the issuer must make an appropriate negative statement. Name Age Family relationship with director and/or substantial shareholder Current position and duties, and the year the position was first held Details of changes in duties and position held, if any, during the year Teo Yong Tat 27 Son of Teo Choon Hock, the Executive Business Development Manager since May Nil Chairman of the Company 2015. Duties include establishing and/or maintaining relationships with customers and suppliers, developing business opportunities in existing and potential markets as well as reviewing quotations for and confirming orders with customers. He previously held the same position between November 2012 and January 2014 prior to rejoining the in May 2015. ON BEHALF OF THE BOARD OF DIRECTORS Teo Choon Hock Executive Chairman 12 February 2018 Page 7 of 7